VIRGINIA FOUNDATION FOR EDUCATIONAL LEADERSHIP, INC. BYLAWS
These Bylaws for the Virginia Foundation for Educational Leadership, Inc., a Virginia nonstock, Internal Revenue Service approved 501(c)(3) not-for-profit corporation, were revised and adopted on March 21, 2016 by the Board of Trustees at its regular meeting.
Corporate Name and Governing Body
Section 1.01. Corporate Name. The name is the Virginia Foundation for Educational Leadership, Inc. (sometimes referred to as VFEL or The Foundation in these Bylaws).
Section 1.02. Governing Body. The Foundation shall be governed by the Board of Trustees and shall at all times be under the control of the Board of Trustees.
Principal Office and Registered Agent
Section 2.01. Principal Office. The registered office of the Foundation is located at 4909 Cutshaw Avenue, in the County of Henrico, Richmond, Virginia 23230, or at any other address fixed by policy of the Board of Trustees.
Object and Restrictions
Section 3.01. Object. As specified in the Articles of Incorporation, the object of The Foundation is to provide through its own activities, financial, and volunteer support the educational, scientific, and charitable purposes of linking all education levels – preschool, elementary, middle, high school, and higher education – to create a comprehensive seamless system of leadership learning.
To accomplish this object, the Foundation shall:
A. Advance education in the field of pre-kindergarten through grade 16 (PK-16)
educational leadership and student leadership development.
B. Develop and improve educational leadership in-service education by
conducting education conferences, conventions, seminars, institutes and
workshops for leaders, students and student activity sponsors.
C. Engage in research in the field of educational leadership and student
leadership development and disseminate the results of such research to the
public by means of journals and other appropriate formats.
D. Acquire, preserve and disseminate data and information in the field of
E. Assist qualified individuals in the study of educational leadership and student
leadership development by establishing scholarship funds for that purpose.
F. Assist appropriate federal, state and local education and other agencies in training and research programs in the field of educational leadership, school improvement, and student leadership development.
G. Assist with identifying candidates for educational leadership who have high potential for success.
H. Engage in other general activities which are supportive of the purely educational, scientific, and charitable purpose of the professional educational leadership organizations in the state and nation.
Section 3.02. Restrictions. All policies and activities of The Foundation are consistent with applicable tax exemption requirements, including the requirements that The Foundation not be organized for profit and that no part of its net earnings inure to the benefit of individuals.
Board of Trustees
Section 4.01. Governance and Policies. The governing body is the Board of Trustees, which has authority and is responsible for governance of The Foundation. The Board establishes policy and monitors implementation of policy by staff under the direction of the President/ Chief Executive Officer.
Section 4.02. Administration and Management. The administration and the management of The Foundation are vested in the President/Chief Executive Officer and is directly responsible to the Board of Trustees. The Board of Trustees shall be the administrative body of the Foundation and shall have control of the finances of The Foundation.
Section 4.03. Composition of the Board. The Board shall consist of Trustees representing the scope and mission of The Foundation and shall be the sitting Trustees of the VFEL Board of Trustees. Said Board of Trustees shall number no less than five (5) nor more than ten (10), and shall include the Virginia Superintendent of Public Instruction (or his/her designee with the approval of the Board of Trustees) as a voting Trustee, and two ex officio Trustees:
a. The President of Virginia Association of Secondary School Principals (VASSP) as a voting Trustee.
b. The Executive Director/Chief Executive Officer of VASSP and President/ Chief Executive Officer of The Foundation as a non-voting Trustee.
Section 4.04. Nomination and Election. The Initial Board shall be the same as the Board of Directors of the Virginia Association of Secondary School Principals (VASSP). Thereafter, the nomination and election of Trustees shall be done by the sitting VFEL Board who shall have candidates approved by the VASSP Board of Directors. The VFEL Trustees shall serve for staggered terms to ensure an appropriate rotation of Trustees. The nomination and election process will occur as follows:
a. In January of each year, the Chair shall appoint a Nominating Committee consisting of three or more Trustees.
b. The Nominating Committee, by a majority vote of all its members, shall nominate the slate of candidates for Trustees. The Committee will bring forward nominees that ensure continued representation of The Foundation’s scope and mission and that comply with any selection/representation criteria established by Board policy.
c. The VASSP Board of Directors, by a majority vote of all its members, shall approve the VFEL slate of candidates.
d. The Board of Trustees shall elect by majority vote from among the candidates nominated by the Nominating Committee no later than June 30 of each year.
Section 4.05. Term of Office. Trustees shall serve staggered three-year terms so that all members of the Board are not selected at the same time. No Trustee may serve more than two succeeding full or partial terms. Trustees may be eligible to succeed themselves after a full term has been served, subject to limits as established in Board policy. Terms coincide with the fiscal year.
Section 4.06. Meetings and Notices. The Board of Trustees shall meet at least once a year. The annual meeting shall be held at a location and/or time designated by the Board. Additional meetings of the Board may be called by the Chair or President/Chief Executive Officer at any time. Trustees shall be given reasonable notice of the date, time, and place of any meeting of the Board. The Board may conduct its meetings and business by telephone or other means that allow the Board to communicate simultaneously. All meetings shall be conducted in accord with the most recent version of Roberts Rules of Order Newly Revised.
Section 4.07. Quorum and Action. A quorum for the purpose of holding any meeting of the Board shall be a majority of the Trustees then in office. Unless otherwise provided in these Bylaws, the affirmative vote of a majority of the Trustees present and eligible to vote shall be required to take any action at any meeting of the Board.
Section 4.08. Committees. The Board may create standing or special committees as it may deem necessary or desirable and define their duties and responsibilities. Except as provided below, appointments to such committees shall be made by the Chair and confirmed by the Board of Trustees. In addition to the foregoing, the following shall constitute a standing committee of the Board of Trustees:
a. Executive Committee. An Executive Committee consisting of the Chair (as a voting member), the President/Chief Executive Officer (as a non-voting member), and such other individuals as may be appointed by the Board (with voting rights as established by the Board), shall convene at the discretion of the Chair or President/Chief Executive Officer to transact such business of The Foundation as may require action between meetings of the Board of Trustees. The Executive Committee shall fix its own rules and procedures, keep regular minutes of its proceedings, and report them to the Board.
b. The VASSP Finance and Audit Committee shall also serve The Foundation.
Section 4.09. Vacancies. In the event of a vacancy on the Board, the Chair shall appoint a Nominating Committee comprised of three Trustees to prepare a slate of nominees to fill the vacant seat. At the next scheduled meeting of the Board, the Board will elect by majority vote a Trustee to fill the remaining term of the vacant seat.
Section 4.10. Resignation. A Trustee may resign at any time by giving written notice to the Board Chair. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in it.
Section 4.11. Removal. A Trustee may be removed upon the majority vote of the Board for failure to fulfill the duties of Trustees as outlined in the Bylaws and policies of the Board or for no longer meeting the qualifications required to hold the Trustee seat.
Section 4.12. Compensation. Any Trustee of The Foundation is authorized to receive reasonable compensation from The Foundation for services rendered and for actual expenses incurred when authorized by the Board or its designee. No Trustee of The Foundation shall receive compensation merely for acting as a Trustee.
Officers of the Board
Section 5.01. Structure and Authority. The officers of The Foundation shall be the Chair/Chief Elected Officer and any other officers as the Board may determine from time to time. The President/ Chief Executive Officer shall serve as an ex-officio, non-voting officer. Officers shall have such authority and shall perform such duties as are provided by the Bylaws or as shall from time to time be prescribed by the Board.
Section 5.02. Election. The Board of Trustees shall elect the officers no later than June 1 of each year from a list of candidates that may include incumbent officers seeking another term, members of the Board, and nominees recommended by Board of Trustees members and/or the President/ Chief Executive Officer. The election shall follow policies established by the Board.
Section 5.03. Term. The executive officers serve for a term of one year beginning July 1 and ending June 30 of the ensuing year. Officers are eligible to be re-elected for a further term or terms, subject to limits as established in Board policy.
Section 5.04. Chair. The Chair of the Board is the Chief Elected Officer and chairs the Board of Trustees and Executive Committee. The Chair shall preside at all meetings of the Trustees and perform any other duties as required by the Board. The Chair also serves as President-Elect of VASSP.
Section 5.05. Secretary-Treasurer. The Secretary-Treasurer is the Secretary-Treasurer of VASSP. The Secretary-Treasurer is the principal elected financial Officer and serves as the Chair of the Board when that Officer is unable to serve.
Section 5.06. Other Officers. Any other officer positions that may be established by the Board under Section 5.01 shall have the duties prescribed by the Board by policy.
Section 5.07. Removal. Any officer may be removed by the Board of Trustees whenever in its judgement the best interests of The Foundation will be served thereby.
Section 5.08. Resignation. An officer may resign at any time upon written notification to the Board of Trustees. Such resignation shall take effect on the date of receipt of the notice or at any later time specified in the written notification.
Section 5.09. Vacancy. In the event of a vacancy of the Chair, the Board of Trustees shall elect a successor to fill the remaining term of the position.
Section 5.10. Authority. No officer of The Foundation shall have any power or authority to borrow money on its behalf, to pledge its credit, or to mortgage its real or personal property, except within the scope to the extent of the authority delegated by policy of the Board. Authority may be given by the Board for any of the above purposes and may be general or limited to specific instances.
President/Chief Executive Officer
Section 6.01. Appointment. The President/Chief Executive Officer of The Foundation is the Executive Director/Chief Executive Officer of the Virginia Association of Secondary School Principals. The President/Chief Executive Officer is the chief employed Officer and manages The Foundation at the direction of the Board of Trustees. The President/Chief Executive Officer may appoint a VASSP staff member to serve as Executive Director of The Foundation in his sole discretion.
Section 6.02. Duties and Responsibilities. The President/Chief Executive Officer shall have authority and perform such duties as are provided by the Bylaws or as shall from time to time be prescribed by the Board, including, but not limited to the following:
Provide leadership for The Foundation, ensuring the effective implementation of the mission, strategic plan, and activities of The Foundation.
a. Supervise and manage the affairs of The Foundation.
b. Ensure adherence to all orders and policies of the Board.
c. Oversee the management, evaluation, and termination of all staff of The
Foundation including the hiring of all personnel, establishing their titles and
compensation within the approved budget.
d. Manage and regularly report to the Board of the financial affairs of The
e. Execute documents on behalf of the Board and The Foundation that are consistent
with the direction of the Board as well as the best interests of the organization.
f. Be present and provide staff support at all meetings of the Board with ex officio, but non-voting status.
g. Be responsible for The Foundation minutes of each meeting of the Board of Trustees.
h. Represent The Foundation in the education and broader community.
Transactions of Business
Section 7.01. Authorized transactions. Solely for the purposes set forth in Article III, The Foundation is empowered to exercise all rights and powers conferred by the laws of the Commonwealth of Virginia upon nonprofit, nonstock corporations, including, but without limitation thereon to receive gifts, devises, bequests and contributions in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the above purposes.
Section 7.02. Fees, Prices, Application of Profits. Whenever the lawful activities of The Foundation involve, among other things, the charging of fees or prices for its services or products, it shall have the right to receive such income. All such income shall be applied to the maintenance and operation of the lawful activities of The Foundation, and in no case shall it be divided or distributed in any manner whatsoever among the Trustees or officers of The Foundation.
Section 7.03. Real and Personal Property. The Foundation may take, receive and hold in trust, for the purpose or purposes set forth in its Articles of Incorporation, any real and personal property given, devised to, or otherwise vested in The Foundation.
Section 7.04. Prohibited Transactions. The Foundation shall not engage in any transaction prohibited by the Internal Revenue Code. It shall not accumulate income contrary to the laws of the Commonwealth of Virginia or the laws of the United States and, particularly, it shall not accumulate income contrary to applicable provisions of the Internal Revenue Code.
Section 7.05. Checks, Notes, and Contracts. The Board of Trustees shall determine the persons who shall be authorized on The Foundation’s behalf to sign checks, drafts or other orders for payment; to sign acceptances, notes, or other evidences of indebtedness and contracts; or to execute and deliver other documents and instruments. The Board may require officers, agents, employees and other persons to give security for the faithful performance of their duties.
Section 7.06. Books and Records. The Foundation shall maintain complete books and records of the accounts and transactions of The Foundation and a current list of the Trustees of the Board.
Section 8.01. Annual Report. The Chair and President/ Chief Executive Officer shall present or cause to be presented annually to the Board such report as may be required by the Virginia Nonstock Corporation Act and by the Board.
Section 8.02. Corporate Seal. The corporate seal shall be in such form as may be approved by the Board of Trustees of The Foundation.
Section 8.03. Dissolution. If The Foundation is to be dissolved, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities The Foundation, dispose of all the assets of The Foundation exclusively for the purposes of The Foundation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational and scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as the Board of Trustees shall determine.
Indemnification and Insurance
Section 9.01. Indemnification. The Foundation shall indemnify and hold harmless each Trustee, officer, employee, agent, or other person acting on behalf of The Foundation against and from all loss, cost, and expenses reasonably incurred by such person in the payment, defense, or settlement of any claim, suit, or proceeding brought against such person because he or she acted on behalf of The Foundation as a Trustee, officer, employee, or agent. The rights specified in this section shall apply whether or not such persons continue to act in such capacity at the time the loss, cost, or expense is incurred. Such rights shall not apply in relation to any matters as to which any such person shall be finally adjudged in such claim, suit, or proceeding to be liable for willful misconduct. The Board may also deny indemnification for any actions constituting an egregious breach of said individuals’ legal and ethical obligations to The Foundation.
Section 9.02. Insurance. The Board of Trustees may authorize the purchase and maintenance of insurance on behalf of the persons specified in Section 9.01 and The Foundation against any liability that arises from their actions in such capacities.
Section 10.01. Policies. The Board of Trustees may enact appropriate policies consistent with these Bylaws and the Foundation’s Articles of Incorporation. These policies may be adopted or amended by the Board with a two-thirds vote of the Trustees at any duly called meeting of the Board of Trustees or by a special ballot sent to their addresses of record using the U.S. Postal Service or Internet or both.
Section 11.01. Fiscal Year. The fiscal year of The Foundation shall be July 1 to June 30.
Section 12.01. Amendments. These Bylaws may be altered, amended, or repealed and a new Bylaw may be adopted by a vote of two-thirds of the votes cast at a meeting of the Board of Trustees, provided that notice of the proposed revision, including the text of such revision, is submitted to each of the Trustees in writing at least ten days in advance of the meeting.
Strategic Alliance Agreement Between The Foundation and VASSP
Section 13.01. Strategic Alliance Agreement. The Foundation and VASSP shall be organized and operated at all times in a manner to be fully consistent and compliant with the terms and conditions contained in the Strategic Alliance Agreement, as amended from time to time, except as otherwise provided by these Bylaws. The approval of the VASSP Board of Directors is required before The Foundation separates from VASSP or takes major steps toward separation.
For the complete document, please contact the Virginia Foundation for Educational Leadership.